LICENSEAND SERVICE AGREEMENT

This AGREEMENT is effective as of 5thday of July, 2019 (the “Effective Date”) by and
between:

KCB Bank Kenya Limited, KCB Group is registered as a non-operating holding company
which started operations as a licensed banking institution, whose head office address is Kencom
House, Nairobi, and of P.O.Box Number 48400 – 00100 Nairobi Kenya (hereinafter referred to
as “Bank” or “Licensee” which expression shall unless repugnant to the context or meaning
thereof mean and include its successor and permitted assigns) on the one part;

And

Amossys Consulting Services Pvt Ltd, a company incorporated under the laws of India and
having its registered office at No. 30, 2 nd Floor, Raghuvanahalli, Kanakpura Main Road,
Bangalore 560 062 Karnataka, India and corporate office at 310, Nirmala Vihar, 18th Cross Road,
JP Nagar, 6th Phase, Bangalore (hereinafter referred to as “Amossys” or "Reseller”) on the
second part.

AND WHEREAS Licensee is a financial services provider headquartered in Nairobi, Kenya. It

is licensed as a commercial bank, by the Central Bank of Kenya, the national banking regulator
of Kenya;

AND WHEREASESQ Management Solutions Pte Ltd, a company incorporated under the
laws of Singapore, whose registered office address is 100 Beach Road #25-06 Shaw Towers,
Singapore 189702 (a subsidiary of ESQ Business Services, Inc., a California corporation)
(hereinafter referred to as “ESQ” or “Licensor”). Licensor is a provider of business-transaction
management solutions, enabling banks, retailers and managed service providers to proactively
monitor and manage critical ATM and payment infrastructures;

AND WHEREASAmossys is an authorized Reseller of ESQ for AFRICA region and is engaged
in the business of providingIT services & products;

AND WHEREAS the Licensee, has issued an Award Letter dated 3 rd July 2019(herein after
referred as the ‘Award Letter’) and an PO No. 172109 (herein after referred as the ‘PO’) to the

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Resellerfor providing Supply, Implementation and Maintenance of an ATM & POS Monitoring
and Management Solution.

AND WHEREASthe Reseller has accepted the aforesaid Award Letter and has agreed for
Supply, Installation and Maintenance of ATM & POS Monitoring and Management Solution
along with other components as set out in the Award Letter.

AND WHEREASESQ in consideration of Reseller payingthe agreed price for the Software and
Services supplied to Licensee as detailed in Award Letter placed on Reseller, has consented to
provide the software license &services as envisaged in this agreement.

NOW THEREFORE THIS AGREEMENT WITNESSETH and it is hereby agreed by and

between the parties hereto as under:

1. GENERAL TERMS AND CONDITIONS

1.1. Definitions.
Capitalized terms referred to herein that are not defined herein shall have the meanings set
forth in the Definition Schedule attached hereto as Schedule 1.

1.2. No Minimums.
Unless otherwise expressly set forth in Exhibit A, nothing in this Agreement will require
Licensee to make any minimum level of purchases.

1.3. Procurement by Affiliates.

This Agreement does not establish procurement terms for any Affiliate of Licensee. Licensee
may provide controlled usage of Software to Licensee Affiliates (who include but not limited to
subsidiaries, holding company or associated companies) per the conditions set forth in Section
2.5 below.

2. GRANT OF LICENSE
2.1. Software License.
Subject to the terms and conditions of this Agreement, Licensor grants to Licensee, a
non-exclusive, non-transferable, license, without right of sublicense, to install, use, display,
perform, execute, and copy for backup purposes only, Software in Object Code form on
designated environments or devices or Self Service Terminalsestablished pursuant to the
Agreement. Licensor will retain all ownership rights, title and interest in and to the
Software. Any exceptions or additions to the terms of the Agreement may only be modified
or extended by a Supplemental Document or written amendment.

Any use by Licensee of any Software exclusively for evaluation or testing purposes shall be
permitted on Tranzware switch; any other switch shall be permitted subject to the licensor
granting approval, a separate Evaluation License Agreement shall be executed with

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Licensor.

2.2. Rights to Future Versions, Updates and Upgrades.

The license granted in Section does not entitle Licensee to any rights in any future versions of
the Software. In addition, Licensee shall have rightsto any Maintenance Release(s) or
Updates(s) as defined in this agreement and Licensor’s Maintenance Agreement specifically
providing for the delivery of such Maintenance Release(s) or Updates(s). Vulnerability
Assessment and Penetration Testing (VA/PT), Audit (IS Audit, Comprehensive Audit etc.)
observations of any severity raised by Licensee requiring code development/changes shall be
undertaken by Licensor as part of Professional Services/Change Management process.Such
rights for the Licensee as stated above shall not incur any additional license charges however the
professional services charges will be applicable as per the agreement.

2.3. Documentation License.

Subject to the terms and conditions of this Agreement, Licensor grants to Licensee, a
non-exclusive, non-transferable, license, without right of sublicense and solely for Licensee’s
internal use, to use and display the Documentation only as reasonably necessary to exercise
the license granted to Licensee in Section 2.1.

2.4. Rights to Copy.

Licensee shall not duplicate or distribute the Software except that Licensee may make a
single copy of the Software in connection with a Permitted Use for (i) archival or backup
purposes; and (ii) training purposes during the implementation phase of the Software
installation. Licensee may duplicate the Documentation solely in connection with a
Permitted Use and as may be necessary to exercise the license granted to Licensee in
Section .

2.5. Rights of Affiliates.

Licensee may provide the Software, or access to the Software, to Affiliates of Licensee,
provided that each Affiliate agrees to this agreement. Licensee usage of Software in
combination with all Affiliate usage of Software, shall not exceed the usage restrictions set
forth for Licensee.By providing Affiliate access to Software, Licensee thereby guarantees the
performance of all terms of this Agreement by any Affiliate of Licensee to which Licensee
provides access to the Software.

2.6. Permitted Use.

Licensee shall use the Software for its sole internal use and benefit, or that of Licensee’s
Affiliates, solely in accordance with, and as expressly permitted by, the Documentation. The
Software shall be used solely on such number and type of environment/devices/SSTsmade
available to Licensee, and for the number of end users, as may be identified in Exhibit A to this
Agreement. Licensee shall not permit the use of such Software by any other party or entity for
any other purpose and shall not use the Software in the operation of a service bureau, either for a
fee or gratuitously.

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 2.7. Compliance.
Licensee understands, acknowledges, and agrees that Licensor shall provide license keys and
may utilize installed software (collectively, the “Compliance Code”) to determine and insure
compliance by Licensee to the terms of this Agreement. Licensee shall unless restricted by
applicable law, regulations or policy comply with all reasonable instructions of Licensor
contained in the Documentation or as otherwise communicated by Licensor with respect to
Compliance Code, and shall not take any actions to circumvent or impair the operation of the
Compliance Code. Licensor shall not disable or prevent Licensee from using any of the
Software in accordance with the terms of this Agreement except upon Licensee’s breach of this
Agreement and in compliance with the terms of Article 2.

2.8. Restrictions.
Licensee may not use the Software, Documentation and/or Trademarks except as expressly
set forth in the license grants provided in this Article 2. Licensee may not, in any manner
(i) modify the Software or Documentation; or (ii) distribute, transmit, sell, transfer,
encumber, sublicense, rent, loan, lend or lease the Software, and/or any component
thereof, to any third party except as specifically permitted under this Agreement. Any
information supplied by Licensor or obtained by Licensee, as permitted hereunder, may only
be used by Licensee for the Permitted Use and may not be disclosed to any third party.

3. DELIVERY OF LICENSED SOFTWARE AND SELECTED SERVICES

3.1. Delivery.
Upon execution of this Agreement, Licensor shall deliver to Licensee, the Software and
Documentation in the manner set forth in Exhibit A.

3.2. Installation.
Licensor will install the Software on Licensee’s server or servers, on or before the installation
date(s) as set forth in Exhibit A.

3.3.Configuration.
Licensee understands that the Software requires configuration by Licensor, or a Licensor
authorized third party service provider, to enable its use by Licensee in accordance with the
Documentation.

3.4. Training.
Licensor will provide Licensee with such number of consecutive business days of base training
which shall be captured in the Scope of Work Document concerning the use of the Software, in
exchange for such fees, all as set forth in article 5. Licensee may purchase additional training
from Licensor at Licensor’s rates then in effect.

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 3.5. No Exclusivity.
Licensee acknowledges and agrees that Licensor is in the business of providing software
solutions, technology, and strategic services and that Licensor shall have the right to provide to
third parties services which are the same or similar to the installation, configuration, and training
services provided to Licensee under this Agreement. Licensor shall subject to receiving written
consent by Licensee not be prevented from using any ideas, knowledge, information, concepts,
know-how, skills, or experience developed or obtained by it in the course of performing its
obligations under this Agreement, provided that in so doing Licensor does not use, copy or
disclose any Licensee Confidential Information. Further, subject to any copyrights, mask work
rights or patent rights, the parties agree that as a result of exposure to Confidential Information of
Licensee, employees of Licensor may gain or enhance general knowledge, skills and experience
(including, without limitation, ideas, concepts, know-how and techniques) related to Licensee’s
business (“General Knowledge”). The subsequent use by Licensor employees of such General
Knowledge as retained in their unaided memories, without reference to any Confidential
Information of Licensee in written, electronic or other fixed form, shall not constitute a breach of
this Agreement. Neither party shall have any obligation to limit or restrict the assignment of
persons or to pay royalties for any work resulting from the use of such General Knowledge.

4. ACCEPTANCE OF LICENSED SOFTWARE

If no overriding process of Acceptance is set forth in Exhibit A, the following process shall be
used by Licensee in the Acceptance of the Software.

From the date on which Licensor or Licensee successfully completes the installation of the
initial instance of the Software (the “Installation Date”), Licensee or its designee will have
30 days from the Installation Date (the “Acceptance Testing Period”) to test, in any manner
it deems necessary, to determine whether the Software is Operative. Acceptance of the
Software occurs on the earlier of: (i) Licensee’s delivery of written acceptance of the
Software; (ii) thirty (30) days from the date that the Software is delivered to Licensee if no
written notice of substantial Discrepancies (a “Discrepancy Report”) is made; or (iii)
Licensee utilizes any portion of the Software in a production environment. Upon timely
receipt of a Discrepancy Report, Licensor shall promptly correct free of charge, the
substantial Discrepancies described in the Discrepancy Report, and deliver to Licensee
modified Software and/or configuration changes correcting substantial Discrepancies.
Licensee shall thereafter have an additional fifteen (15) days from the date of delivery to
Licensee of such modified Software to verify that the modified Software substantially
conforms with the Documentation, or to provide a further Discrepancy Report. If Licensee
provides a Discrepancy Report, Licensor shall have the option of correcting such
Discrepancies free of charge, or refunding all fees paid to date under this Agreement, if any,
and terminating this Agreement without further liability. Licensee shall be deemed to have
accepted the Software if Licensee does not timely provide a Discrepancy Report to Licensor.

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 5. FEES AND PAYMENT TERMS
The invoices and any supporting documents should be submitted through email to
kcbinvoices@kcb.co.ke in Excel, PDF or TIF. Mailing to the correct address, in the right format
is vital to an effective sorting process and will reduce delays that could affect the invoice
payment process. The Bank payment terms are 45 days from date of receipt of a complete and
verified invoice/delivery complete.

The following are the agreed payment terms.

Description Qty Unit Cost Total Cost USD)
Software/ License Cost ATM Monitoring 427 468 204,276.80
Installation and Implementation costs 1 32,000.00 32,711.11
Training 1 8,000.00 8,177.78
AMC for software licenses Year 1 1   36,769.82
SUB-TOTAL ATM Monitoring     281,935.51
Software/ License Cost POS Monitoring 15000 12.4 190,133.33
Installation and Implementation costs 1 17,600.00 17,991.11
Training 1 4,000.00 4,088.89
AMC for software licenses Year 1 1   34,224.00
SUB-TOTAL POS Monitoring     246,437.33
GRAND TOTAL ATM & POS     528,372.85

Notes:
a) The costs are inclusive of 10% withholding tax in computation of taxes since the billing
will be done from India.
b) The computation of annual maintenance costs is based on 18% of the license cost.
c) The license being granted is a five-year subscription license that will allow the Licensee
to use it for 5 years on the number of environments, web users and SSTs (Self Service
Terminals i.e. ATM & POS) as specified in this document.
d) The invoices should include withholding tax and separated per KCB Group subsidiary
(i.e KCB Bank Kenya, KCB Bank Tanzania, KCB Bank Uganda, KCB Bank Rwanda,
KCB Bank Burundi and KCB Bank South Sudan) for annual Maintenance Cost (AMC)
Post Implementation.

Software License Fee:

a) 25% of the payment on acceptance of Purchase Order
b) 25% of the payment on interim SoW finalization (offsite*)
c) 25% of the payment on final SoW Sign Off (consolidated Interim SOW) (Onsite)
d) 25% on Delivery/Installation of License keys in Production environment
Professional Services Fee:
a) 30% of the payment on acceptance of Purchase Order
b) 30% of the payment on SoW Sign Off

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 c) 30% of the payment on UAT Sign Off
d) 10% of the payment on Go Live

2. AUDIT
Licensee agrees to provide Licensor with a statement, certified to be accurate by an executive
officer of Licensee, within thirty (30) days following each anniversary date of this Agreement, or
as may be otherwise requested by Licensor, certifying that the Licensee is in compliance with all
of the terms and conditions of this Agreement including, without limitation, the limitations on
the number of users and limited to other variables specified under Exhibit A section G (Other
Terms & Conditions) or Award Letter and commercial terms and conditions signed between
Reseller and Licensee.

Licensee shall maintain complete and accurate records to support and document the use of the
Software in accordance with Exhibit A for so long as Licensee uses the Software, and for a
period of three (3) years thereafter. Licensee agrees to allow Licensor to audit its records to
determine compliance or noncompliance with this Agreement including, without limitation,
those records relating to the variables determining the License Fees set forth in POand Award
Letter or a subsequent Supplemental Document. Licensor will give Licensee ten (10) days prior
written notice and will conduct the audit during regular business hours.If the auditor determines
that Licensee is not in material compliance with this Agreement, in addition to any other rights
that Licensor may have, Licensor shall calculate an additional License Fee to remedy any
such non-compliance, and Licensee shall promptly pay such new License Fee to Licensor.

Nothing in this clause shall restrict or reduce the rights of Central Bank of Kenya (CBK) to audit
and/or request for information related to this agreement from the parties. Parties undertake to
provide such information or access as may be so required by CBK with a reasonable timeline or
such other timeline as set out by CBK. Any penalties or expenses, or fines incurred by failure to
remit information or providing access shall be reimbursable upon demand by the defaulting
party.

6. TERM AND TERMINATION

7.1. Term.
The Term of this Agreement shall be until 5 years from the Go Live Date.The licensing model is
a subscription Licensing agreement for a period of Five (5) Years. However, the Licensee will
have to pay a License Renewal fee after Five (5) years which shall be mutually agreed

This agreement shall be subject to annual performance reviews of the annual maintenance
contract

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 7.2. Termination for Convenience by Licensee.
This Agreement may be terminated by Licensee at any time following Licensee’s written notice
to Licensor of not less than 90 days, of its intent to terminate this Agreement. In addition,
Licensee must provide a written certification that all Software and Licensor Confidential
Information has been destroyed, on or before the Termination date. In the case of such
termination for convenience, Licensee: (i) must pay any portion of the compensation owed to
Licensor for any Services rendered prior to the effective date of such termination; (ii) forfeits any
prepaid Maintenance Fees on pro-rata basis; and (iii) is not entitled to any refund of previously
paid License fees.

7.3. Termination by Licensor.

Licensor may terminate this Agreement: (a) Licensee is in default of any payments due to
Licensor and such payment default is not cured within thirty (30) days after written notice from
Licensor; (b) Licensee is in breach of any nonpayment terms and conditions contained in this
Agreement and the breach is not cured within thirty(30) days of receipt of written notice from
Licensor;or(c) to the extent allowed by law, if (i) Licensee files a voluntary petition in
bankruptcy or otherwise seeks protection under any law for the protection of debtors; (ii) has a
proceeding instituted against it under any bankruptcy law which is not dismissed within sixty
(60) days; (iii) is adjudged as bankrupt; (iv) has a court assume jurisdiction of its assets under a
reorganization act; (v) has a trustee or receiver appointed by a court for all or a substantial
portion of its assets; or (vi) suspends or ceases to do business except where all obligations under
this Agreement are assumed; or (vii) makes an assignment of its assets for the benefit of its
creditors.

7.4. Actions Upon Termination.

Upon termination of this Agreement, all rights and licenses granted hereunder shall immediately
terminate. Licensee shall discontinue all use of the Software, and uninstall and delete any
electronic copies of the Software. Licensee shall, at Licensor’s option, either return or destroy,
and an officer of Licensee shall certify as destroyed, all copies of the Software, Documentation
and any other Confidential Information in Licensee’s possession.

7.5. Effect of Licensee Bankruptcy.

This Agreement is an executory contract. In the event of either party’s bankruptcy, this
Agreement shall be accepted or rejected within a reasonable time, but in no event in less than
sixty (60) days from the filing of the bankruptcy petition.

7.6. Software End of Life.

Licensor shall have the right to declare that certain versions of the Software or components
within the Software shall be placed under an End of Life process in accordance with the
governing Maintenance Agreement(s) executed by Licensee. The Licensor shall notify the
Licensee within 180 days.
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 7.7. Survival.
Articles 7 and11shall survive the termination of this Agreement for a period of five (5) years.

7. OWNERSHIP OF THE LICENSED SOFTWARE; MODIFICATIONS

8.1. Reservation of Rights.

All rights not expressly granted herein are reserved to Licensor, and no other licenses are granted
herein by implication, estoppel or otherwise. Licensor does not grant any licenses or other rights
to any of its intellectual property other than the rights to use the Software, and the
Documentation, granted in this Agreement, and all other rights are reserved by Licensor.

8.2. Ownership of Software.

The Software and Documentation are licensed to Licensee and not sold. As between Licensor
and Licensee, the Software and Documentation shall remain the sole and exclusive property of
Licensor. The Software, Documentation and Trademarks are protected by copyright, trademark
and other intellectual property laws and treaties. Licensee shall have no right to use any
Trademarks, or any trademarks of Licensor’s suppliers, that may be contained in the Software or
the Documentation except as may arise out of the display of such trademarks incident to
Licensee’s Permitted Use of the Software and Documentation.

8.3. Software Output.

The Parties acknowledge that the Software may be configured or modified for users within the
organization of Licensee’s or that of its permitted Affiliates, create customized displays for
particular users and create reports, among other artifacts (the “Software Output”). The Parties
agree that to the extent that the Software Output constitutes a Derivative Work, such Software
Output, and other modifications to the Software by Licensee, exclusive of any Confidential
Information or data of Licensee, shall be deemed to have been assigned by Licensee to, and
owned exclusively by, Licensor, and Licensee shall have a royalty-free nonexclusive right to use
such Software Output. Licensee shall execute such documents and perform such other acts and
deeds as may be reasonably required by Licensor or its assignees or licensees to further evidence
or effectuate Licensor’s rights hereunder. Licensee shall not be permitted to use the Software to
make any Derivative Work of the Software.

8. WARRANTY

8.
9.1. Warranty Period.
For a period of thirty (30) days from the Go Live Date, Licensor warrants that the Software will
perform substantially in accordance with the Documentation. In the event of any Discrepancy,
Licensee shall notify Licensor, which shall respond promptly confirming receipt of the

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notification of the Discrepancy and confirmation that the Discrepancy is being investigated by
Licensor. Licensee shall acknowledge Licensor’s confirmation, shall provide any available
details that may reasonably assist Licensor to reproduce the failure and provide a cure, and shall
provide reasonable assistance, at Licensor’s expense, in connection with the elimination, by
modification, workaround, or otherwise, of the Discrepancy. If Licensor and Licensee mutually
and reasonably determine that a reproducible Discrepancy exists in the Software, Licensor’s sole
and exclusive obligation, and Licensee’s sole and exclusive remedy, will be, at Licensor’s
option, (i) for Licensor to use commercially reasonable efforts to promptly eliminate, by
modification, workaround, or otherwise, the Discrepancy; or (ii) for Licensor to refund the fees
paid to Licensor by Licensee under this Agreement and terminate this Agreement without any
further liability to Licensor.

9.2. Exclusions.
Licensor does not warrant that the Software will operate uninterrupted or error-free. No
warranty applies in the event and to the extent that (i) the Software is not used in accordance
with the Documentation; (ii) a defect is caused by Licensee’s hardware or equipment; or (iii) a
force majeure (as hereafter defined) condition exists. The warranties above shall not apply
toSoftware that has been (i) improperly installed by other than Licensor or Licensor’s appointed
agent; (ii) used with other software, hardware, or telecommunication interfaces not meeting or
maintained in accordance with Licensor’s specifications as described in the Documentation; (iii)
not otherwise used in accordance with the Documentation; (iv) if Licensee has modified or
configured the Software; or (v) Licensee’s failure to act in accordance with directions by
Licensor. In addition, the warranties above shall not apply to any release of the Software that is
other than the current release. In addition, Licensor shall have no obligation for any errors in
performance of the Software that are not reproducible by Licensor, or for any notifications of a
Discrepancy by Licensee to which Licensee does not provide the acknowledgment or assistance
described in Section 8. Any claim submitted under the warranty must be submitted in writing to
Licensor within the specified warranty period set forth in Section 8. Licensee shall give Licensor
prompt written notice of such noncompliance discovered through use of the Software in a
production environment, together with any available details that may reasonably assist Licensor
to reproduce the noncompliance and create a cure.

9.3. Disclaimer.
THE FOREGOING WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER
WARRANTIES. LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT,
OR TITLE, OR ANY WARRANTIES ARISING OUT OF CONDUCT OR TRADE
PRACTICE WITH RESPECT TO ANY PRODUCT OR SERVICES PROVIDED TO
LICENSEE BY LICENSOR. THE FOREGOING LIMITATIONS, EXCLUSIONS AND

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DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

9. INDEMNIFICATION

10.1. Licensee Indemnification.

Licensee shall defend, indemnify, and hold harmless Licensor and its Affiliates, agents,
employees and attorneys, from and against any and all costs, liabilities and reasonable expenses
(including but not limited to attorneys’ fees) judgments, fines or penalties which Licensee incurs
that result from any claim, action, suit or proceeding (whether civil, criminal or administrative,
including any associated appeals) arising out of or based upon Licensee’s use of the Software in
any manner not expressly set forth in this Agreement or any Documentation.

10.2. Licensor Indemnification.

Subject to the limitations set forth below, Licensor shall defend, indemnify and hold harmless
Licensee and its Affiliates, agents, employees and attorneys, from and against any and all costs,
liabilities and reasonable expenses (including but not limited to attorneys’ fees) judgments, fines
or penalties which Licensee incurs that result from any claim, action, suit or proceeding (whether
civil, criminal or administrative, including any associated appeals) arising out of or based upon
Licensor’s breach of its obligations as set out in this Agreement or any Documentation or
allegation in material part that the Software, as used within the scope of this Agreement or any
Documentation, constitutes an infringement of a United States or other country granted patent or
registered copyright. In lieu of indemnification, Licensor, at its sole option, may: (i) obtain for
Licensee the right to utilize the Software; or (ii) use commercially reasonable efforts to make the
Software non-infringing without materially diminishing the utility to Licensee of the Software;
or (iii) terminate this Agreement, and provide Licensee with a refund of the unamortized portion
of applicable purchase price for the Software based on a three (3) year straight-line depreciation
schedule, such depreciation schedule to be deemed to have commenced on the applicable
delivery date. Licensor shall have no liability for any claim of infringement if (A) such
infringement arose solely out of any data, or Confidential Information of Licensee; (B) Licensee
has not then purchased maintenance and support from Licensor for the then current period;
(C) such infringement would have been avoided by the use of the current release of the Software;
(D) the infringement or alleged infringement is caused by the combination, operation, or use of
any Software furnished to Licensee with equipment, programs, or data not authorized to be used
by Licensor in the Documentation; or (E) the infringement is caused by unauthorized
modification or configuration of the Software.

10.3. Indemnification Procedure.

A party entitled to be indemnified hereunder (the “Indemnified Party”), shall notify the other
party (the “Indemnifying Party”) in writing as soon as practicable, except that the failure to
provide such notification shall not reduce the obligations of the Indemnifying Party under this

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Article 9 except to the extent the failure to notify has prejudiced the Indemnifying Party. The
Indemnifying Party shall take control of the defense and investigation of such claim(s) and
employ and engage attorneys of its choice reasonably acceptable to the Indemnified Party to
handle and defend the same, at the Indemnifying Party’s sole cost and expense. The Indemnified
Party shall reasonably cooperate with the Indemnifying Party and its attorneys in the
investigation, trial and defense of such claim(s), and provide the Indemnifying Party and its
counsel, at the Indemnifying Party’s expense, with all information within Indemnified Party’s
possession that is required for the defense of such suit. The Indemnifying Party shall not have
the right to settle any claim against the Indemnified Party without the Indemnified Party’s prior
written consent, which shall not be unreasonably withheld, unless such settlement does not
involve a remedy other than the payment of money and provides for full and unconditional
release of all liability against the Indemnified Party.

10.4. Limitation.
THIS SECTION STATES LICENSOR’S ENTIRE LIABILITY AND LICENSEE’S SOLE
AND EXCLUSIVE REMEDY FOR INFRINGEMENT OF THIRDPARTY INTELLECTUAL
PROPERTY RIGHTS.

10. LIMITATION OF LIABILITY

11.1. Scope of Liability.

IN NO EVENT SHALL LICENSOR HAVE ANY LIABILITY TO LICENSEE OR ANY
THIRD PARTIES FOR ANY LOST PROFITS, COSTS OF PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES, BUSINESS INTERRUPTION, OR FOR ANY
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS
AGREEMENT OR ANY OTHER AGREEMENT EXECUTED AND DELIVERED IN
CONNECTION WITH THIS AGREEMENT, ARISING OUT OF OR RELATING TO
LICENSEE’S IMPROPER USE OF, OR INABILITY TO USE, THE LICENSED SOFTWARE,
UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY INCLUDING, WITHOUT
LIMITATION, TORT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION,
BREACH OF CONTRACT OR BREACH OF WARRANTY, AND WHETHER OR NOT
LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE
LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EACH PARTY ACKNOWLEDGES
THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY
ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN)
THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT. WITHOUT
LIMITATION OF THE FOREGOING, THE TOTAL LIABILITY OF LICENSOR FOR ANY
AND ALL CLAIMS AGAINST LICENSOR UNDER THIS AGREEMENT SHALL NOT
EXCEED THE LESSER OF (i) THE TOTAL LICENSE FEE PAID BY LICENSEE TO
LICENSOR UNDER THIS AGREEMENT, DISCOUNTED BY THE RATIO OF NUMBER

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OF MONTHS OF USE OF THE SOFTWARE BY THE LICENSEE OVER THIRTY-SIX (36)
MONTHS, OR (ii) LICENSEES ACTUAL OUT-OF-POCKET LOSSES.

11.2. Claim Limitation Period.

Licensee expressly understands and agrees that any action or claim against Licensor arising from
or relating to this Agreement shall be deemed irrevocably waived if not instituted within one (1)
year from the event giving rise to such claim or action.

11. CONFIDENTIALITY; FURTHER LIMITATIONS

12.1. Confidential Information.

During the Term of this Agreement, Licensee may come into possession of Licensor’s
Confidential Information. For the purposes of the Agreement, Confidential Information is
defined in Schedule 1.Licensee may disclose Confidential Information to the extent required to
be disclosed by a court or governmental agency pursuant to a statute, regulation or valid order;
provided that Licensee first notifies Licensor and gives it the opportunity to seek a protective
order or similar administrative remedy, or to contest such required disclosure. Either party may
disclose the terms of this Agreement to any of its advisors, potential successors, or potential
purchasers of its stock not intended for issuance to the public, if the recipient is under an
obligation of confidentiality.

12.2. Restrictions.
Licensee will hold and maintain Licensor’s Confidential Information in strict confidence and will
not use such information except as permitted under this Agreement. Without limiting the
generality of the foregoing, Licensee will not disclose any of Licensor’s Confidential
Information except to Licensee’s employees and independent contractors who have a need to
know such Confidential Information to perform their obligations to Licensee and who are subject
to confidentiality obligations at least as restrictive as those contained in this Agreement.
Licensee will use the same precautions to prevent disclosure to third parties of such information
as it uses with its own confidential information, but in no case less than reasonable care.
Licensor shall be permitted to disclose the existence of this Agreement.

12.3. Return of Information.

Upon the earlier of Licensor’s request or the termination of this Agreement, Licensee will
promptly return or destroy all Confidential Information and related materials in its possession
and discontinue all further use of the Confidential Information. Upon Licensor’s request,
Licensee will promptly certify that such action has been taken.

Page 13 of 35
 12.4. Additional Obligations.
Licensee agrees (i) not to alter or remove any identification of any copyright, trademark or other
proprietary rights notice which indicates the ownership of any part of the Confidential
Information, and (ii) to notify Licensor of the circumstances surrounding any possession, use or
knowledge of the Confidential Information by any person or entity other than those authorized
by this Agreement.

12.5. Prohibition on Reverse Engineering.

To the extent allowed by law, Licensee shall not reverse engineer, decompile, disassemble
or otherwise attempt to discover or directly access the source code of the Software and/or
any component thereof. Licensee shall notify Licensor if Licensee becomes aware of any
employee or third party that is attempting to reverse engineer, decompile, disassemble or
otherwise attempt to discover or directly access the source code of the Software and/or any
component thereof in violation of this Section .
12.6 Application of clause 12
The provisions of this clause 12 shall apply mutatis mutandi.

12. GENERAL
13.1. No Solicitation.
Neither party will during the term of this Agreement and for a period of 12 months thereafter,
directly or indirectly recruit, or attempt to recruit, discuss employment with, or otherwise utilize
the services onsite/offsite in any capacity of any person who is an employee of the other party.
This provision shall not restrict the right of either party to solicit or recruit generally in the media
and shall not prohibit either party from hiring an employee of the other party who answers any
such advertisement or who otherwise voluntarily applies for hire without having been initially
personally solicited or recruited by the hiring party.

13.2. Export Administration.

Licensee acknowledges and agrees that the Software is subject to United States export control
laws and regulations, including, without limitation, the United States Export Administration Act
and its associated regulations, and may additionally be subject to export or import regulations
and restrictions by other countries. Licensee accordingly agrees to strictly comply with all
applicable international and national import and export laws and regulations with respect to its
use of the Software.

13.3. Independent Contractor; Third Party Agreements.

Licensee is and shall be deemed to be an independent contractor of Licensor and nothing
contained herein shall be deemed to constitute a partnership between or a joint venture by
the parties hereto, or constitute either party the employee or agent of the other. Licensee
acknowledges that nothing in this Agreement gives Licensee the right to bind or commit
Licensor to any agreements with any third parties. This Agreement is not for the benefit of

Page 14 of 35
any third party and shall not be deemed to give any right or remedy to any such party
whether referred to herein or not.

13.4. Force Majeure.

Neither party shall be liable for any breach of this Agreement or delay in performance
resulting from a strike, lockout, or other labor dispute, fire, earthquake, flood, act of God, or
other natural disaster, civil commotion, war, riot, criminal act of a third party, casualty or
accident, shortage of transportation facilities, detention of goods by custom authorities, or
loss of goods in public or private warehouse, delay in the delivery of energy, raw or finished
materials, parts, or completed merchandise by suppliers thereof, electrical failure, severe
weather, internet failure, or other cause beyond the reasonable control of or occurring
without the fault of such party (“force majeure”). Any deadline or time within which a party
must perform under this Agreement shall automatically be extended upon the occurrence of
any such force majeure for a period equal to the time lost because of such event, but not
for more than sixty(60) days. If such force majeure continues for more than sixty(60)
days, then the party not otherwise in breach of contract as a result of the force majeure, or
either party if both are otherwise in breach of contract as a result of the force majeure, may
terminate this Agreement upon written notice to the other.

13.5. Notices.
All notices under this Agreement must be in writing and sent to the applicable address for
notices set forth on the signature page of the Agreement, or to such other address as a
Party may designate by providing notice in accordance with this Section. Notices are
deemed given when delivered personally, by overnight delivery upon written verification of
receipt, or by certified or registered mail, return receipt requested, upon verification of
receipt.

13.6. Injunctive Relief.

Both partiesagrees that in the event of any breach by either partyof any of the covenants
and agreements set forth in this Agreement, including, without limitation, the covenants
and agreements set forth in Sections 7 and 11 hereof, the aggrieved partywould encounter
extreme difficulty in attempting to prove the actual amount of damages suffered by it as a
result of such breach and would not have adequate remedy at law in such event. The
defaulting partytherefore agrees that, in addition to any other remedy available at law or in
equity, in the event of such breach, the aggrieved partyshall be entitled to seek and receive
specific performance and temporary, preliminary and permanent injunctive relief from
violation of any of said covenants and agreements from any court of competent jurisdiction
without necessity of proving the amount of any actual damage to the aggrieved
partyresulting from such breach and without the necessity to post a bond or other security.

13.7. Assignment.
This Agreement may not be delegated or assigned by Licensee, in whole or in part, without
Licensor’s prior written consent; provided, however, that Licensee may assign this
Agreement without such consent in connection with any merger, consolidation or any other
transaction in which all or substantially all of Licensee’s voting securities are transferred. In
the event of any such transfer, the assignee of this Agreement shall be required to certify to

Page 15 of 35
Licensor its assumption of all the obligations of Licensee hereunder, and in the event the
assignment will result in any increase in the variables determining any of the fees set forth
in Exhibit A or any supplemental document or amendment to the Agreement, Licensor shall
calculate an additional fee, and the assignee shall promptly pay such new fee to Licensor.
Failure to pay new fees constitute a material breach, and Licensor may at its sole discretion,
terminate the agreement prior to any intended assignment by Licensee. This Agreement
may be assigned, in whole or in part, by Licensor provided written consent by Licensee has
been obtained, provided the Agreement becomes binding on any assignees and/or
successors in interest; and such assignees and/or successors provide written attestation
that they will assume all Licensor obligations under the Agreement.

13.8. Governing Law; Dispute Resolution.

The construction, validity and performance of this Agreement shall be governed in all
respects by the ICC Arbitration Rules.

13.9. Venue and Jurisdiction

Each Party hereto expressly agrees that any action relating to this Agreement shall exclusively be
brought in as follows;

Software disputes:
Karnataka, Courts of India and each party irrevocably consents to the exclusive jurisdiction of
the State and Federal courts located in Bangalore, Karnataka. Each Party expressly waives any
objection that it may have based on improper venue or from non-convenience to the conduct of
any such suit or action in any such court. However, in the event that this is not possible, the
dispute shall be referred to arbitration upon which the Parties shall agree on the arbitrator in
accordance with the provisions of the ICC Arbitration Rules

Maintenance disputes:
Courts of Kenya with its seat in Nairobi and each party irrevocably consents to the exclusive
jurisdiction of Kenyan courts located in Nairobi, Kenya. Each Party expressly waives any
objection that it may have based on improper venue or from non-convenience to the conduct of
any such suit or action in any such court.However, in the event that this is not possible, the
dispute shall be referred to arbitration upon which the Parties shall agree on the arbitrator in
accordance with the provisions of the ICC Arbitration Rules

The decision of the arbitrator shall be final and binding on the Parties and may be made an order
of a court of competent jurisdiction. 

13.10. Severability; Waiver.

If any provision of this Agreement is or becomes or is deemed invalid, illegal or

unenforceable in any jurisdiction such provision shall be deemed amended to conform to the
applicable laws of such jurisdiction so as to be valid and enforceable or, if it cannot be so
amended without materially altering the intention of the parties, it will be stricken, but the
validity, legality and enforceability of such provision shall not in any way be affected or
impaired thereby in any other jurisdiction and the remainder of this Agreement shall remain

Page 16 of 35
in full force and effect. Waiver by either of the parties of any breach of any provision of this
Agreement shall not operate or be construed as a waiver of any prior or subsequent breach
of the same or any other provision hereof.

13.11. No Adverse Construction; Legal Counsel.

The rule that an agreement is to be construed against the party drafting the agreement is
hereby waived by the parties hereto, and shall have no applicability in construing this
Agreement or the terms of this Agreement. Each of the parties acknowledges that it had the
right and opportunity to seek independent legal counsel of its own choosing in connection
with the execution of this Agreement, and each of the parties represents that it has either
done so or that it has voluntarily declined to do so, free from coercion, duress or fraud.

13.12. Entire Agreement; Counterparts.

This Agreement, including its Supplemental Documents and amendments, constitutes the
entire agreement of the Parties with respect to the subject matter hereof, and supersedes
all prior agreements and understandings of the Parties, whether written or oral, with respect
to such subject matter. In the event of a conflict between any provision set forth in the
basic Agreement, and a provision of any Supplemental Document, the relevant provision of
this Agreement will govern. Subject to the foregoing, any modification, extension or
amendment of this Agreement must be in writing and signed by a duly authorized
representative of each of the Parties.
This Agreement shall prevail over any additional, conflicting, or inconsistent terms and
conditions. This Agreement may be executed in multiple counterparts, including via
electronic signature (such as DocuSign), facsimile or Adobe Acrobat or “.pdf” format, each
of which shall be deemed to be an original, and all such counterparts shall constitute one
instrument.

[SIGNATURE PAGE TO FOLLOW]

Page 17 of 35
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective
Date written above.
Licensee
By: ___________________
Name: _______________
Title: _______________
Date: _______________
Licensee Address for Notice:
KCB Bank Kenya Limited
Kencom House, Moi Avenue
P.O. Box 48400 – 00100 Nairobi
_________________________
Phone:
Email:
Reseller
By: ___________________
Name: Ajay Mishra
Title: Executive Director
Date: _______________
Licensor Address for Notice: Reseller Address for Notice:
Legal Department Amossys Consulting
ESQ Business Services, Inc. Services, No. 30., 2nd Floor,
20220 Stevens Creek Blvd., Suite Raghuvanahalli,Kanakpura
336 Cupertino,California-94105 Main Road, Bangalore 560
United States of America
062 Karnataka, India
Phone: +1.800.959.4580
Email: legal@esq.com
_______________________
Phone: + 91-9643529452
Email: sunil@acsg.co.in
Page 18 of 35
 SCHEDULE 1

Definition Schedule

"Agreement" means this License and Service agreement including any Schedules, and any
amendments to this Agreement from time to time;

“Acceptance” means satisfaction of the conditions set forth in Section 4, as may be modified in
any Supplemental Document.

“Affiliate” means any business entity that is directly or indirectly controlled by, or is under
common control by Licensee and is bound to the terms of this Agreement. A business entity
shall be deemed to “control” another business entity if it owns, directly or indirectly, more than
fifty percent (50%) of the issued and outstanding voting securities, capital stock, or other
comparable equity or ownership interest of such business entity.

"Confidential Information"means any information that either party designates as confidential

or which the other party knows or has reason to know is confidential. Without limiting the
foregoing, Confidential Information includes the terms of this Agreement, the Software, the
Documentation, financial, business and technical plans and strategies, technology roadmaps,
inventions, new products, source code, pricing information, services, technology and any other
information that is marked “confidential” or “proprietary” or that given its nature should
reasonably be considered to be Confidential Information. Confidential Information does not
include information which, as evidenced bywritten records: (i) is already known by either party,
without any obligation of confidentiality, prior to the time such information is disclosed to the
aprties; (ii) becomes, through no act or fault of the parties, publicly known; or (iii) is
independently developed by either party without reference to the others Confidential
Information.

“Deliverables” means collectively Software, Documentation, Services and any other products
and services, and all component parts,that Licensor provides to Licensee under the terms of this
Agreement or any Supplemental Document.

“Derivative Work” has the meaning set forth in 17 USC §101.

“Discrepancy” means a failure of the unmodified Software of the then current Maintenance
Release of the Software, to conform in all material respects to the End User documentation.

Page 19 of 35
“Documentation” means, and is limited to, manuals, release notes, installation guides, whether
written, online, or contained in the Software, delivered by Licensor to Licensee from time to
time, in any medium, relating to the maintenance, installation or operation of the Software.

"End User(s)" means any person or entity that uses the Software solely for its own internal
purposes and does not further distribute, resell, license, sublicense, use as a Service Bureau, or
otherwise convey to any other person or entity the Software, in whole or in part, or any rights in
the Software.

“Error”. See Discrepancy.

“List Price” means the price for Software or Maintenance and Support Services set forth in
Licensor’s then current price list.

“Maintenance Agreement(s)” means one or more Maintenance and Support Services

Agreement(s) between Licensor and Licensee duly executed by the Partieson or about the date of
the Agreement orthe execution of a Supplemental Document that requires the delivery of
additional Software to Licensee.

“Maintenance Fees” means the fees charged in accordance with a valid Maintenance Agreement,
and as specified on a Supplemental Document or in a Maintenance and Support Services
Agreement.

“Maintenance Release”shall mean a subsequent release of the Software or a component of the

Software, which is made generally commercially available for supported Software licenses under
a valid Maintenance Agreement at no additional charge, other than media and handling charges.
Update shall not include any Major Release. A Maintenance Release is licensed to Licensee
pursuant to the Agreement.

“Object Code” means computer programs assembled, compiled, or converted to magnetic or

electronic binary form on software media, which are readable and usable by computer
equipment, but not generally readable by humans without reverse assembly, reverse compiling,
reverse conversion, reverse engineering and/or any other disassembly or de-compilation.

“Operative” means the condition in which the Software conforms in all material respects to the
Documentation and Acceptance Criteria described in this Agreement or a Supplemental
Document.

“Order Form” means a form of a Supplemental Document which contains a written description
of Deliverables to be performed by Licensor for Licensee. Each Order incorporated into the
Agreement will be designated by a unique identifier (“OrderID#”), where OrderID# is a unique
Page 20 of 35
sequence number generated by Licensor at the time the Order is submitted by Licensee and
accepted by Licensor.

“Permitted Use” shall be the use and restrictions described in Section , and any related
Supplemental Document.
“Release Package” means the materials assembled by Licensor and provided to Licensee, for
the purpose of installing, training, and operating the Software. A Release Package, which is
generally provided with a specific version number, includes Object Code, configuration files,
script files, electronic documentation, and other components which may be added at the sole
discretion of Licensor.

“Service Bureau” means a person or entity that uses the Software for the benefit of a third party
where such person or entity receives in return anything of value.

"Software"means Licensor’s proprietary computer programs and any Updates to programs

which have been Licensed to Licensee under the Agreement.

"Supplemental Document(s)"means Exhibits, Order Forms, Statements of Work, or other

documents that amends or extend the Agreement and are incorporated either explicitly or by
reference.

“Trademarks” shall mean “ESQ”, “OperationsBridge™”, “OperationsBridge”, and any other

trademark, service mark, or domain name of Licensor, current or as may come into existence
after the Effective Date.

“Update” see Maintenance Release.

“Upgrade” means any update to the Software which constitutes a new version of the Software
expressed in a whole number version change to the specific version of the Software identified in
the Agreement.

“Go Live” means roll out of the solution in the production environment of the bank.

Page 21 of 35
 Exhibit A
Software and Services Descriptions and Related Fees

The Parties hereto agree to the following:

A. Commencement Date: Go Live Date.

B. Contact for Licensee:

Key 1. Watsierah, Barnabas – KCB Shared Services (BWatsierah@kcbgroup.com )

Customer 2. Mworia, Lucy – KCB Shared Services (lmworia@kcbgroup.com )
Contact 3. Nyamao, George – KCB Shared Services (GNyamao@kcbgroup.com )
4. Saul Amemba – KCB Procurement (Procurement@kcb.co.ke)

C. Contact for LicensorWith Escalation matrix:

ESQ Names Contact Details

Azhakappa Venkatesh Azhakappa.venkatesh@esq.com;
Primary Contact
[Project Manager] +91 9910199100

Mr. Aditya Mehta aditya@esq.com; +91 9958166559

Escalation Contact Mr. Tilak Narang tilak@esq.com; +91 9910800656
Mr. Vipin Khosla vipin.khosla@esq.com; +91 9810387645

D. Contact for ResellerWith Escalation matrix :

ESQ Names Contact Details

Sunil Tyagi sunil@acsg.co.in;
Primary Contact
[VP – Strategy & Sales] +91 9643529452

Mr. Ajay Mishra

ajay@acsg.co.in
Escalation Contact
+ 91 8971506796
CEO
E. Software Products/Components Included:

Modules
Version
[part of the solution suite]
OperationsBridge™ 3.2
RMM Server; RMM Agent[s] 3.1; 3.3
ATM Transaction Analyzer 3.2
POS Transaction Analyzer 3.2
Incident Management System 3.2
Data Analyzer 3.6
Reports Portal 3.2
OB Mobile 3.2
Insights 3.2

Note(s): (If Any)

None.

F. Maintenance and Support: Maintenance and Support shall be governed by one or more
Maintenance and Support Agreements to be executed between the parties contemporaneously,
which is attached as “ExhibitB” hereto and made a part hereof. In the event Licensee fails to
make Maintenance and Support payments as provided therein this Agreement may be terminated
by Licensor at Licensor’s sole discretion.

G. Other Terms & Conditions:

1. License Price is considered for One Production and One UAT Environment.
2. The annual maintenance charge is at 18% of the total licensing costs

3. Prices are for:

- 400 web users. Any additional user licenses will be charged extra.
- Agent based monitoring, EJ upload, Content Distribution and other cited remote
management functionalities [XFS 3.0 compliant, windows XP/7 based terminals].
- Monitoring of ATMs/SSTs/POSs connected to Bank’s Compass plus Tranzware Switch
environment.
Any change in the statuary Tax structure would be subjected to applicable.
4. The project implementation timeline is Four (4) months from contract award
5. Implementation charges considers integration with one switch instance i.e. TranzWare Online
switch for both ATM & POS.
6. Pricing doesn’t include any enhancements, additional customization etc. which may be requested
by Customer during the course of support.
7. Delays due to liaising, infrastructure unavailability, delayed information etc will be commercially
compensated to Reseller by Licensee. Licensee to bear the cost [@ USD 850 per day per resource] if
any delay at the Licensee’s end contributes to:
- overall delay in the project implementation/Go-Live
- or incurring recurring visits of implementation resources
- or extending the duration of stay
8. Any professional services or deliverables not documented is considered out of scope. Prices also
do not consider any type of solution integration [unless agreed] with other systems in the
Customer. This is dependent on SoW document and any integration requirement if not part of
scope will be considered out of scope.
9. Reports mentioned in the scope/RFP will be made available with the package. Additional/new
reports will be part of additional services.
10. Special visit, if requested, shall be charged extra @ US$ 850 per day per resource; boarding,
Lodging and return airfare extra. Offsite Development Charges will be charged @ US$ 425 per
man day. The amounts are exclusive of all taxes.
11. Changes in the retention period or increase in number of users shall require Hardware up-
gradation. Hardware should be scalable. Up-gradation cost will be borne by Licensee.
12. Any change or enhancement after “Go-Live/UAT Sign-off” will be dealt with on a time and
material basis [Change Management Process].
13. License Audit will address the following areas:-
a) Number of ATMs & POS - So far Upto 427 ATMs and 15000 POS
b) Number of environments i.e. UAT and Production
c) Number of Users - 400
 Exhibit B
Maintenance and Support Agreement

. GENERAL TERMS AND CONDITIONS

1. Interpretation.

1.1. Definitions.
Capitalized terms referred to herein that are not defined herein shall have the meanings
defined as set forth in Schedule 1 of the Agreement, and if not defined herein or in
Schedule 1 of the Agreement, the definitions set forth in Schedule A of this MSA.

1.2. Construction of certain references

In this MSA where the context admits:

(A) any reference to a “person” includes any individual, company, corporation, firm
partnership, joint venture, association, organization or trust (in each case, whether
or not having separate legal personality) and references to any of the same shall
include a reference to the others;
(B) the singular includes the plural and vice versa;
(C) any gender includes all genders;
(D) references to “this MSA” or to any other agreement or document referred to in
this MSA mean this MSA or such other agreement or document as amended,
varied, supplemented, modified from time to time, and includes the schedules;
(E) reference to Schedule(s) or Exhibit(s) are references to Schedule(s) or Exhibit(s)
of and to this MSA;
(F) in the event and to the extent of any conflict or inconsistency between the
Agreement and this MSA then unless expressly stated otherwise, the Articles and
Schedules of the Agreement shall prevail;
(G) references to any Party include its successors and permitted assigns;
(H) references to the word “including” and its other grammatical forms shall not limit
the general effect of the words which precede and shall be construed without
limitation;
(I) references to any document being in agreed terms are to that document in the form
signed, or initialed, by, or on behalf of, the Parties for identification; and
(J) any reference to “writing” shall include typewriting, printing, lithography,
photography, telex, facsimile and the printed-out version of a communication by
electronic mail and other modes of representing or reproducing words in a legible
form.
2. SERVICES AND TERM.

2.1. Services.
In consideration of payment of the agreed Fees in accordance with the terms of this
agreement, the Licensor will provide Maintenance Services (Article 3 herein) and
Support Services (Article 4 herein) for the Software as agreed between the Parties hereto.
2.2. Term.
The term of the MSA shall be established as coterminous with that set forth in the
Agreement.

2.3. Rights to Future Versions, Updates and Upgrades.

The license granted in Section 2 of Agreementdoes not entitle Licensee to any rights in
any future versions or upgrades of the Software. In addition, Licensee shall have rights
to any Maintenance Release(s) or updates as defined in this agreement to ensure smooth
functioning of the provided version for the term of the agreement Said Maintenance
Agreement must be executed on or close to the Effective Date. Vulnerability Assessment
and Penetration Testing (VA/PT), Audit (IS Audit, Comprehensive Audit etc.)
observations of any severity raised by Licensee requiring code development/changes
shall be undertaken by Licensor as part of Professional Services/Change Management
process.

3. DESCRIPTION OF STANDARD MAINTENANCE SERVICES.

3.1. Maintenance Releases.

The Licensor shallprovide Maintenance Releases to the Software on an ongoing basis.
These Maintenance Releases, if any, are made available to Licensee in accordance with
this MSA and the Agreement. The Licensee shall be granted the same type of licenses in
respect of the Maintenance Releases as for the licensed Software. Licensor shall inform
the Licensee, on a quarterly basis in accordance with Licensor’s standard Software
release cycle, about any modifications to release schedules and any related version
support changes that result from new Maintenance Releases.

3.2. Maintenance Qualifications.

Licensor is not required to develop Maintenance Releases or any New Version of the
Software, unless a Maintenance Release is required to conform to the specifications of
this MSA. Furthermore, Licensor’s obligations extend only to the Current Version of the
Software described in Article 6 of this MSA on the current unaltered operating system
and on the hardware designated by Licensor in its release notes or installation guide
concerning the Software.

3.3. Installation of Maintenance Releases.

If Licensor releases a Maintenance Release for the Current Version of the Software and
Licensee decides not to install such Maintenance Release, that decision shall not give rise
to any right to terminate the MSA, nor shall it result in any adverse effect on the Services
or the performance of Licensor's obligations under this MSA, unless, the Maintenance
Release contains a fix required to correct a discrepancy or issue reported by Licensee to
Licensor in accordance with this MSA. If such Maintenance Release corrects a
discrepancy or issue of S1 or S2, then Licensee is obligated to utilize the Maintenance
Release.
4. DESCRIPTION OF STANDARD SUPPORT SERVICES.

4.1. Support Services.

In addition to the Maintenance Services set forth in Article 3 above, Licensor shall
provide to the Licensee the following Support Services:
(a) Telephone support to Licensee between the hours of 9:00 a.m. and 6:00 p.m., at
IST, Monday through Friday.
(b) A process provided by Licensor to Licensee which provides Licensee with either
an electronic or telephonic request mechanism to report Severity 1 issues that
arise after normal telephone support hours set forth above;
(c) A technical customer support representative to answer Licensee questions
concerning the Software, assist in identifying and isolating the source of errors or
failures, and to the extent practicable, provide troubleshooting assistance with
respect to reported issues; and
(d) Electronic mail support as set forth in this MSA to assist Licensee with questions
or Discrepancies encountered during use consistent with the intended capabilities
of the Software described in the Documentation.

1.2. Support Qualifications.

The Support Services are subject to the following qualifications:
(a) Licensee’s Designated Support Contacts shall be the primary liaison of Licensee
for requesting Maintenance Services and Support Services from Licensor. These
contacts will submit all requests for such services through Licensor approved
communication channels provided to Licensee at the time the Software is placed
into Production. These communication channels may be amended overtime at
Licensor’s sole discretion provided that Licensee does not have any reduction in
service due to the changes.
(b) Licensee agrees and understands that the Standard Support Services provided
hereunder do not include customization of the Software;
(c) Licensee will be responsible for installing and implementing all Maintenance
Releases. Licensor’s performance under this MSA is subject to Licensee properly
having installed and implemented a Software version that is under support
according to Article 6 of this MSA. However, the full upgrade procedures and
checklists shall be provided to the Licensee by the Licensor.
(a) Licensor will have no responsibility or obligations under this MSA if the Software
is (i) not used or modified in accordance with the Documentation; (ii) improperly
installed by other than Licensor; (iii) used with other software, hardware, or
telecommunication interfaces not meeting or not maintained in accordance with
Licensor’s specifications as described in the Documentation; or (iv) operated or
maintained in environmental conditions outside the parameters designated in the
Documentation. Licensor will have no responsibility or obligations under this
MSA for any release of the Software that is other than the currently supported
release, or for a Discrepancy caused by Licensee’s hardware or equipment that is
not recommended for the use with the Software according to the Software
documentation. Licensor shall have no obligation for any Discrepancy that is not
reproducible by Licensor. If Licensee requests support for any issue which arises
 out of Licensee’s failure to use the Software as set forth in the License, Licensee
shall pay Licensor its standard hourly consulting rates for all time spent by
Licensor in connection with the issue.
(b) The Support Services provided hereunder do not include customization of the
Software, or for continued and repeated questions concerning issues typically
provided by Licensor in the Documentation of the Software provided by Licensor
in writing to the Licensee, or through Software training delivered to Licensee.

5. SEVERITY AND RESPONSE.

5.1. Severity.
Licensor will exercise commercially reasonable efforts to resolve any Discrepancy in
accordancewiththefollowing:

(a) High Severity (“Severity 1” or “S1”): A Severity 1 issue means an issue when no
function of the Software is operational or the Licensee is experiencing critical
data loss or corruption. A Severity 1 shall only be assigned to an issue that results
directly and solely from the Software being utilized in Production.

(b) Moderate Severity (“Severity 2” or “S2”) : A Severity 2 issue means an issue

when Production use by all Permitted Users of the Software is interrupted but
recovered and there is a high risk of reoccurrence, fault tolerance has been lost, or
performance is degraded.

(c) Low Severity (“Severity 3” or “S3”) : A Severity 3 issue means an issue that
requires circumvention or workaround of the documented functionality, but the
expected result can be achieved, has a minimal impact to business operations, is
isolated, or is an error in the Documentation.

(d) Minor or No Severity (Severity 4” or “S4”) : A Severity 4 issue means an issue

that meets one or more of the following conditions: (i) the issue is cosmetic in
nature; (ii) the issue relates to documentation only; (iii) the issue can be readily
avoided through the use of alternate functionality in the Software; (iv) general
questions or information requests; and/or (v) the issue is a request for an
enhancement to the Software.

1.2. Response Process.

Licensee will initiate a ticket submittal through Licensor’s Designated Support Contact
that provides a description of the discrepancy or issue, the configuration of the Software,
and such other information as may enable Licensor in conjunction with Designated
Support Contact to verify or reproduce the discrepancy or issue. Licensor will
acknowledge receipt of the ticket, assign a Licensor Technical Support Engineer, and
respond directly to assigned Designated Support Contact per the scheduling set forth in
the table in Article 5.3 below.
5.2. Severity Response Time and Resource Commitment.
 Licensor agrees to use commercially reasonable efforts to respond to discrepancies and
issues as follows:

Severity Impact Acknowledge Assign TSE Response Target Permanent

to DSC Restoration Fix
Patch or
S1 High 45 minutes 1 hour 1 hour 4 hours workaround / next
MR
24
Patch or
Moderat
S2 60 minutes 2 hour 4 hours workaround / next
e
MR
hours
S3 Low 90 minutes 48 hours 48 hours - Future MR
S4 None 120 minutes - - - Future MR
Table 1 of Article 5

The Parties acknowledge and agree that issues arising from device(s) using third-party
applications, where the issue(s) are caused as a result of utilizing those third-party applications
and not Licensor’s Software, the Licensor shall not be held to the restoration targets response
times in Table 1 of Article 5. The Parties agree that the Licensor shall fully cooperate with the
Licensee to work with the Licensee and/or third-party, to determine the root cause of the issue
and if commercially reasonable, provide fixes or workarounds appropriate to assist in the
restoration of operational usage of the device(s).

All times require reasonable efforts of Licensee’s appointed Designated Support Contact
throughout the duration of the discrepancy or issue in question. Outside of support hours the
Licensor will use commercially reasonable endeavors to respond.The above-mentioned target
response times are on reasonable efforts basis only and may not guarantee the permanent
resolution of a problem within the times specified. The Parties acknowledge the potentially
idiosyncratic nature of any discrepancy or issue, and agree that any sporadic failure to meet
response times shall not constitute a breach of Licensor Support Services obligations under this
MSA unless the Licensor fails to respond within the response times on three consecutive
occasions, without reasonable written justification for each of such failures.
6. VERSION SUPPORT.

6.1. Version Criteria.

Licensor will provide to Licensee, Maintenance Services and Support Services for the
Current Version of the Software. Each Maintenance Release of the Software shall be
fully supported for a minimum period of 18 months (by example, if the Current Release
is 2.2.X, a new generally available Maintenance Release at level 2.3.X will establish an
EOL period of for 2.2.X at 18 months from the release of 2.3.X).

Should Licensor deliver a Patch Release to Licensee, the Patch Release will remain
fully supported until the changes made for the Patch Release are rolled into a
Mantenaince Release that includes the changes associated with the Patch Release.

6.2. End of Life.

Subject to Article 6.1, Licensor shall have the right to discontinue providing
Maintenance Services and Support Services for the Current Version of the Software no
earlier than the term date established upon the Effective Date. At Licensor’s sole
discretion, Licensor may offer to upgrade Licensee to a new version of Software, or a
new service provided Licensee enters into a new maintenance and support services
arrangement on the new software or service, and Licensee agrees to pay any upgrade or
conversion cost.

7. LICENSEE RESPONSIBILITIES.

7.1. Responsibilities.
Licensee will have the following responsibilities in the performance of
this MSA:

(a) Insure that each Designated Support Contact has the degree of expertise
reasonably appropriate for the duties performed for Licensee and has attended
applicable Licensor training for the version(s) of the Software then used by
Licensee;
(b) Provide no more than three (3) Designated Support Contacts to assist Licensor
personnel with discrepancy or issue determination, replication, diagnosis, and
resolution. Designated Support Contacts may be substituted at the Licensee’s
discretion in accordance with Licensor’s notification process for such action as
may exist from time to time;
(c) Allocate resources and otherwise cooperate with Licensor in providing
Maintenance Services and Support Services;
(d) If agreed between the Parties, provide remote access to Licensee’s computer
network to enable Licensor personnel access to perform diagnosis and to
download Software to Licensee; and
(e) Provide work space to Licensor personnel in the event they are required to be on-
site at Licensee’s facilities.
 8. FEES AND PAYMENT TERMS.

8.1. Fees.
As per clause 5 above and commercial terms and conditions agreed between Reseller
and Licensee.

8.2. Reinstatement.
If Licensee discontinues Maintenance Services and Support Services during the term of
this MSA, Licensee may reinstate the Maintenance Services and Support Services upon
payment to Licensor of all Fees that would have been payable by Licensee had Licensee
maintained such Maintenance Services and Support Services during the entire term of
the MSA. In addition, and upon request of the Licensee for such services, Licensee
shall pay any consulting fees required if Licensee’s most current release of the Software
prior to the break in Maintenance and Support Services requires conversion, Updates, or
other services to make the Software operational for Licensee.
 Schedule A to MSA
Definitions

“Current Version” means the then current major release version of the Software
licensed to Licensee inclusive of all subsequent Maintenance Releases, made generally
available to Licensee’s customers, in accordance with this MSA.

“Designated Support Contact” means up to three (3) persons designated by Licensee

in writing who may contact Licensor for Maintenance Services and Support Services.
Each Designated Support Contact must have advanced knowledge of the Software,
detailed knowledge of the operating environment in which the Software is deployed,
and availability to interact with Licensor’s technical support engineers in a timely and
efficient fashion.

“Fees” means any charges made for the provision of Maintenance Services or Support
Services as set forth in the Agreement.

“Maintenance Release” Any release with a dot extension to the right of the version
indicator (see Release Numbering). Maintenance Releases include Updates, Patches, or
any collection of Updates and Patches that are made generally available to the Licensee
under this MSA. By example, 2.2.0, 2.2.1, 2.3.0, 2.3.1 are all examples of Maintenance
Releases. Maintenance Releases do not include any New Versions.

“Maintenance Services”means those Maintenance Services specified in Article 3 of

this MSA.

“New Version(s)” means a new major release of the Software (e.g. if the Current
Version is 2.3.x then the New Version would be 3.0.x) that includes major architectural
or structural changes, new modules, options, interfaces, or future products which
Licensor licenses separately. A New Version may have incompatibility with the
Current Version or a significant migration effort may be required. For the avoidance of
doubt a New Version of the Software is not covered under this MSA unless negotiated
and agreed by the Parties in writing.

“Patch” or “Patch Release” are made to deliver customer specific, high impact fixes
outside of a scheduled Update Release. These are included in the context of future
Maintenance Releases.

“Production” means the Software has been deployed by Licensee for use by users of
any type, to perform business functions, including Software administration functions.
Any portion of the Software, made available for Production, independent of actual
volume usage, shall be construed as in a Production.
“Release Numbering”
Licensor uses a three-part numbering scheme to designate released versions of its
products. The format is as follows:

V.U.F where:

V = Version (“Version” release)

U = Update (“Update” release)
F = Fix (“Patch” release)

“Support Services” means those support services specified in Article 4 to this MSA.

“Update” or “Update Release” means any collection of enhancements, bug fixes,

orcorrections to the then Current Version of the Software, which Licensor makes
available to Licensee of the Software while covered by an Active MSA. “Active” shall
mean that all Fees applicable for the provision of Maintenance Services and Support
Services have been paid in accordance with the Agreement.